Recycled Entity Representations Clause Samples

Recycled Entity Representations. Each Borrower hereby represents that such Borrower: (a) from the date of its formation to the date hereof (i) is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business and (ii) except as to the TIF PA Borrower which previously owned the Brookfield Property, has never owned any real property other than the Property of such Borrower and personal property necessary or incidental to its ownership or leasing of such Property and has never engaged in any business other than the ownership and leasing of such Property; (b) has no outstanding judgments or liens of any nature against it except for tax liens not yet due; (c) is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to own and lease such Property; (d) is not currently involved in any dispute with any taxing authority; (e) has paid all taxes which it owes; (f) except as otherwise disclosed in this Agreement, is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending; and is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that resulted in a judgment against it that has not been paid in full; (g) has provided Lender with complete financial statements that reflect a fair and accurate view of the Collective Properties on a combined basis; (h) has no material contingent or actual obligations not related to the Property that it owns; and (i) each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.